Law:Telesat Canada Reorganization and Divestiture Act

From Law Delta

Jump to: navigation, search


S.c. 1991, c. 52

Assented to 1991-12-17

An Act to provide for the continuance of Telesat Canada under the Canada Business Corporations Act and for the disposal of the shares therein of Her Majesty in right of Canada

Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:


Contents

Short Title

Short title

1. This Act may be cited as the Telesat Canada Reorganization and Divestiture Act.


Interpretation

Definitions

2. (1) In this Act,

“Commission”(Repealed, 1993, c. 38, s. 122)

“control”

« contrôle »

“control” means control in any manner that results in control in fact, whether directly through the ownership of securities or indirectly through a trust, agreement or arrangement, the ownership of any body corporate or otherwise;

“divestiture date”

« date d’aliénation »

“divestiture date” means the date on which shares of Telesat are first sold or otherwise disposed of by the Minister pursuant to subsection 5(1);

“Minister”

« ministre »

“Minister” means such member of the Queen’s Privy Council for Canada as is designated by the Governor in Council as the Minister for the purposes of this Act or, if no member is so designated, the Minister of State (Finance and Privatization);

“person”

« personne »

“person” includes any individual, partnership, body corporate, unincorporated organization, government or agency thereof, trustee, executor, administrator or other legal representative;

“Telesat”

« Télésat »

“Telesat” means Telesat Canada, a corporation continued by the Telesat Canada Act and includes any successor by way of amalgamation.

Same meaning

(2) Unless a contrary intention appears, words and expressions used in this Act have the same meaning as in the Canada Business Corporations Act.

Operation of Canada Business Corporations Act and Telesat Canada Act

(3) In the event of any inconsistency between this Act and either the Canada Business Corporations Act or the Telesat Canada Act, or anything issued, made or established under either of those Acts, this Act prevails to the extent of the inconsistency.

Operation of Competition Act

(4) Nothing in, or done under the authority of, this Act affects the operation of the Competition Act in respect of the acquisition of any interest in Telesat.

1991, c. 52, s. 2; 1993, c. 38, s. 122; 1994, c. 24, s. 34(F).


Her Majesty

Binding on Her Majesty

3. This Act is binding on Her Majesty in right of Canada or a province.


Transfer Of Shares To Minister

Transfer of Minister of Finance shares

4. (1) The common shares of Telesat held by Her Majesty in right of Canada as represented by the Minister of Finance are hereby transferred to the Minister.

Transfer of CNR shares

(2) The common shares of Telesat held by the Canadian National Railway Company are hereby transferred to the Minister.

Authority to acquire

(3) The Minister is hereby authorized to acquire the shares transferred by subsections (1) and (2).

Registration of shares

(4) The shares transferred to the Minister by subsections (1) and (2) shall be registered in the books of Telesat in the name of the Minister and shall be held by the Minister in trust for Her Majesty in right of Canada.

Provisions not applicable

(5) Section 20 and subsections 26(1) and (2) and 27(2) of the Telesat Canada Act do not apply in respect of shares transferred by subsections (1) and (2).


Disposal Of Shares By Minister

Power to sell or dispose of shares

5. (1) On such terms and conditions as the Governor in Council may approve, the Minister may

(a) sell or otherwise dispose of the shares transferred to the Minister by section 4; and

(b) enter into any agreement or arrangement necessary for or incidental to any disposal under paragraph (a).

Payments to CNR

(2) Where the Minister sells any shares pursuant to subsection (1), the Minister is hereby authorized to pay out of the Consolidated Revenue Fund to the Canadian National Railway Company an amount equal to that proportion of the net proceeds of the sale of the shares that the number of shares transferred to the Minister by subsection 4(2) is of the total number of shares transferred to the Minister by section 4.

Credit to Debt Servicing and Reduction Account

(3) If, during the third session of the thirty-fourth Parliament, Bill C-21, entitled An Act relating to the accounting of certain payments for the servicing and reduction of the debt of Canada, is assented to, then, the amount, if any, by which the net proceeds of the sale of any shares pursuant to subsection (1), other than net proceeds paid pursuant to subsection (2), exceeds the value of the shares as shown in the accounts of Canada immediately before the sale shall be credited to the Debt Servicing and Reduction Account established by that Act.


Continuance

Submission to Minister

6. (1) Forthwith after this section comes into force, Telesat shall submit an application for a certificate of continuance of Telesat under section 187 of the Canada Business Corporations Act to the Minister for approval.

Submission to Director

(2) Forthwith after the Minister approves an application submitted pursuant to subsection (1), Telesat shall submit the approved application to the Director.

Presumption

(3) An application submitted to the Director pursuant to this section is, subject to this Act, deemed for all purposes to have been made under subsection 187(1) of the Canada Business Corporations Act.

1991, c. 52, s. 6; 1994, c. 24, s. 34(F).

7. (Repealed, 1993, c. 38, s. 123)

Restrictions

8. (1) Telesat and its shareholders and directors shall not, unless authorized by an Act of Parliament,

(a) make any articles or by-laws inconsistent with this Act;

(b) apply for continuance of Telesat in another jurisdiction; or

(c) dissolve Telesat.

Bankruptcy laws

(2) No Act relating to the solvency or winding-up of a corporation applies to Telesat and in no case shall the affairs of Telesat be wound up unless authorized by an Act of Parliament.

1991, c. 52, s. 8; 1993, c. 38, s. 124.


Corporate Affairs And Status

Activities of Telesat

9. (1) Telesat shall

(a) establish satellite telecommunication systems that provide, on a commercial basis, telecommunication services between locations in Canada and, subject to the appropriate intergovernmental arrangements, to and between other locations;

(b) supply, on a commercial basis, satellite telecommunication systems and elements thereof in Canada; and

(c) provide, on a commercial basis, services associated with the development, implementation and operation of satellite telecommunication systems and elements thereof in Canada.

No restriction imposed

(2) Nothing in this section shall be construed as limiting the capacity, rights, powers and privileges of Telesat or as imposing a restriction on the businesses that it may carry on.

Name

10. Notwithstanding subsection 10(1) of the Canada Business Corporations Act, Telesat may continue to use, and be legally designated by, the name “Telesat Canada” on and after the day on which it becomes a corporation to which that Act applies.

1991, c. 52, s. 10; 1994, c. 24, s. 34(F).

11. to 14. (Repealed, 1993, c. 38, s. 125)


Repeal

Repeal of R.S., c. T-6

Director to give notice

(2) The Director is not required to comply with subsection 187(6) of the Canada Business Corporations Act in respect of Telesat, but the Director shall, on issuing the certificate of continuance of Telesat, cause a notice to be published in the Canada Gazette setting out the date on which the certificate was issued and on which the Telesat Canada Act was repealed.

1991, c. 52, s. 15; 1994, c. 24, s. 34(F).


Transitional

First annual meeting after divestiture

16. The first annual meeting of shareholders of Telesat after the divestiture date shall be held not later than six months after that date.

The following provision is not in force.Board of directors

17. (1) The affairs of Telesat shall be managed by a board of directors consisting of fifteen directors, eight of whom shall be appointed by the Governor in Council to hold office during pleasure for a term not exceeding one year and the rest of whom shall be elected annually by the shareholders of Telesat, other than Her Majesty in right of Canada.

Quorum

(2) Eight directors, at least five of whom are directors appointed by the Governor in Council, constitute a quorum at any meeting of the board of directors of Telesat.

By-law concerning directors

(3) The board of directors of Telesat may, by by-law,

(a) provide for the matters referred to in paragraph 12(4)(b) of the Telesat Canada Act; and

(b) fix, within the number of directors to be elected, the number of directors to be elected by the holders of common shares of Telesat who are persons who fulfil the statutory conditions as defined in that Act and the number of directors to be elected by such holders who are approved telecommunications common carriers as so defined.

Reconstitution of board

(4) On the coming into force of this section,

(a) the directors of Telesat who held office immediately before that coming into force continue to hold office according to the terms of their appointment or election; and

(b) three directors of Telesat shall forthwith be appointed by the Governor in Council to hold office during pleasure for a term not exceeding one year.

Vacancy in office of appointed director

(5) A vacancy occurring before the divestiture date in the office of an appointed director of Telesat shall be filled by appointment made by the Governor in Council for the unexpired term of the person who vacated the office or, if that person was not appointed for a fixed term, for a term not exceeding one year.

Vacancy in office of elected director

(6) A vacancy occurring before the divestiture date in the office of an elected director of Telesat shall be filled for the unexpired term of the person who vacated the office, by appointment made by the directors of Telesat who were elected by the same group as elected that person.

Expiration

(7) Subsections (1) to (6) and any by-law made under subsection (3) expire at the close of the first annual meeting of shareholders of Telesat held after the divestiture date.

Continuation in office

18. (1) The directors of Telesat who held office immediately before the day on which Telesat becomes a corporation to which the Canada Business Corporations Act applies continue to hold office according to the terms of their appointment or election.

Termination of office

(2) Notwithstanding section 17 and subsection (1), a director of Telesat ceases to hold office at the close of the first annual meeting of shareholders of Telesat held after the divestiture date, unless elected at that meeting as a director.

1991, c. 52, s. 18; 1994, c. 24, s. 34(F).

No right to compensation

19. No person has any right to claim or receive any compensation, damages, indemnity or other form of relief from Her Majesty in right of Canada or any servant or agent thereof for ceasing to hold office pursuant to section 17 or 18.

Shares qualified

20. (1) For the purpose of qualifying the shares of Telesat

(a) as an authorized investment under paragraph 86(n) of the Canadian and British Insurance Companies Act, paragraph 61(1)(j) of the Loan Companies Act or paragraph 78(1)(j) of the Trust Companies Act,

(b) as a permitted investment under paragraph 1(s) of Schedule III to the Pension Benefits Standards Regulations, 1985, and

(c) as assets that may be vested in trust in Canada under paragraph 1(n) of Schedule II to the Canadian and British Insurance Companies Act or paragraph 1(n) of the schedule to the Foreign Insurance Companies Act,

Telesat is deemed to have satisfied the requirements of the provisions referred to in paragraphs (a) to (c) with respect to the period of five years immediately preceding the divestiture date.

Debt obligations qualified

(2) For the purpose of qualifying the bonds, debentures or other evidences of indebtedness of Telesat

(a) as an authorized investment under subparagraph 86(k)(i) of the Canadian and British Insurance Companies Act, paragraph 61(1)(g) of the Loan Companies Act or paragraph 78(1)(g) of the Trust Companies Act,

(b) as a permitted investment under paragraph 1(m) of Schedule III to the Pension Benefits Standards Regulations, 1985, and

(c) as assets that may be vested in trust in Canada under subparagraph 1(k)(i) of Schedule II to the Canadian and British Insurance Companies Act or subparagraph 1(k)(i) of the schedule to the Foreign Insurance Companies Act,

Telesat is deemed

(d) to have satisfied the requirements of the provisions referred to in paragraphs (a) to (c) with respect to each of the five years immediately preceding the divestiture date, and

(e) to have had amounts of paid-in capital, contributed surplus, retained earnings and total indebtedness at any relevant time before the divestiture date sufficient to have satisfied the requirements of the provisions referred to in paragraphs (a) to (c).

Idem

(3) For the purpose of qualifying

(a) the bonds, debentures or other evidences of indebtedness of or guaranteed by Telesat as an authorized investment under subparagraph 86(k)(ii) of the Canadian and British Insurance Companies Act, paragraph 61(1)(h) of the Loan Companies Act or paragraph 78(1)(h) of the Trust Companies Act,

(b) the bonds, debentures or other evidences of indebtedness of or guaranteed by Telesat as a permitted investment under subparagraph 1(n)(i) of Schedule III to the Pension Benefits Standards Regulations, 1985, and

class="Par(c) the bonds, debentures or other evidences of indebtedness of Telesat as assets that may be vested in trust in Canada under subparagraph 1(k)(ii) of Schedule II to the Canadian and British Insurance Companies Act or subparagraph 1(k)(ii) of the schedule to the Foreign Insurance Companies Act,

Telesat is deemed to have had earnings for any relevant period before the divestiture date sufficient to have satisfied the requirements of the provisions referred to in paragraphs (a) to (c) with respect to the period of five years immediately preceding the divestiture date and each of those five years.


Amendment

21. (Amendment)


Coming Into Force

Coming into force

Idem

(2) Section 9 shall come into force on the day on which the Telesat Canada Act is repealed.


Personal tools
Laws
Variants
Actions
Navigation
Toolbox